To vote AGAINST the recommendation of the other four members of the Board to approve a proposed amendment to the Articles of Incorporation of the Company to increase the number of authorized shares of capital stock that the Company may issue from 9,375,000 to 85,000,000, of which 75,000,000 shall be classified as Common Stock and 10,000,000 shares shall be classified as blank check preferred stock
(the "Charter Amendment");
Greenlight sues Preferred dividends entered the cash debate after Apple included a proposal to investors to do away with so-called blank check preferred stock
offerings, which can be issued without shareholder approval, in a government filing in December.
OTCBB: CYRX) today announced that it adjourned its 2010 Annual Meeting of Shareholders until September 10, 2010 to allow the Company additional time to solicit proxies from shareholders in an effort to obtain the required vote to approve the third proposal contained in the Company's proxy statement, creation of a series of blank check preferred stock
Approved an amendment to the Company's Certificate of Incorporation to authorize the issuance of up to 50,000,000 shares of blank check preferred stock
The Information Statement provided notice regarding the approval by the holder of a majority of the company's outstanding shares of common stock of the following: (1) an amendment of its articles of incorporation to (i) authorize a class of blank check preferred stock
, (ii) provide for indemnification of its directors, officers, employees, and agents by the company to the extent permitted by the laws of the State of Nevada, (iii) eliminate any liability of its directors to the extent permitted by the laws of the State of Nevada, and (iv) decrease the number of its authorized shares of common stock resulting from its increase in connection with the stock split; (2) the adoption of a stock incentive plan; and (3) the election of two additional members to the company's Board of Directors.
The class of blank check preferred stock
may be used in connection with future financing activities.
As in previous years, however, the favorite defenses are blank check preferred stock
, classified boards, poison pills and golden parachutes, each of which is found in a majority of the firms.
The authorization of the blank check Preferred Stock
and the 1 for 25 reverse stock split was effected on March 15, 2002.
ISS wrote, "The company has an arsenal of antitakeover provisions in place, including a poison pill that was not approved by shareholders, a classified board, golden parachute executive severance agreements, blank check preferred stock
, and a fair price provision .
On the amendment to authorize the issuance of 10 million shares of blank check preferred stock
-- 9,722,092 shares were in favor, 379,640 opposed, and 74,035 abstained.
Similar CREF shareholder resolutions on blank check preferred stock
are currently scheduled to come to a shareholder vote at the annual meetings of four other companies: Burlington Northern, Inc.
The meeting was called by the Board of Directors of Netrom to approve amendments to the Articles of Incorporation: to change the total authorization of common stock from 20 million shares to 100 million shares, to authorize the issuance of 10 million shares of blank check preferred stock
, and to approve a 5 for 1 reverse split of the issued and outstanding common stock.